United States District Court, D. Nebraska
MEMORANDUM AND ORDER
M. Gerrard United States District Judge.
plaintiff in this case is Streck, Inc., a Nebraska
corporation that manufactures clinical and research
laboratory products. The defendants are Barry Uphoff, Steven
Ryan ("Steven"), and Carol Ryan
("Carol"). Uphoff and Steven are former members of
Streck's board of directors. Carol is the trustee of the
irrevocable trust of Streck's founder, Dr. Wayne Ryan.
has sued the defendants for their alleged roles in forming a
competing company called CFGenome. Each defendant has filed a
partial motion to dismiss under Fed.R.Civ.P. 12(b)(6). Filing
16; filing 18; filing 20. For the reasons discussed below,
Uphoff's and Steven's motions will be denied in their
entirety. Carol's motion will be granted in part, and
denied in part.
plaintiff's allegations are briefly summarized as
follows. Streck was founded by Dr. Wayne Ryan in 1982, and is
now a "world leader in cell and biological sample
stabilization technology." Filing 1 at 2. From its
inception, Streck has managed its corporate affairs (at least
in part) through its board of directors. Seefiling 1
at 2-3. According to Streck, members of its board receive
"certain confidential information in order to assist in
their decision-making responsibilities[.]" Filing 1 at
was a member of Streck's board of directors from 2007 to
2015. Filing 1 at 5-6. Steven was a member from 2014 to 2016.
Filing 1 at 5-6. By accepting those positions, Uphoff and
Steven were allegedly "bound by explicit duties of
confidentiality" which, pursuant to Streck's bylaws,
prohibited them from disclosing the company's proprietary
information. Filing 1 at 3. Uphoff and Steven were also
required to "exercise a reasonable duty of care" to
protect Streck's confidential information. Filing 1 at 3.
to Streck, Uphoff and Steven breached their duties of
confidentiality in separate, yet related ways. Specifically,
Streck alleges that Steven, throughout his tenure on the
board, solicited (and received) confidential information
regarding Streck's product groups, including its
"blood collection tube business and sales." Filing
1 at 5-6. After 2 years of receiving that information, Steven
allegedly resigned from the board and began working for
Streck's competitor, CFGenome (which, as noted below, was
started by Streck's original founder, Dr. Wayne Ryan).
Filing 1 at 6. Steven is allegedly using Streck's
proprietary information to benefit CFGenome and its
employees. Filing 1 at 7.
allegations against Uphoff relate more to the formation of
CFGenome than its current operation. Streck claims that
Uphoff, while a member of its board, was aware of Dr. Wayne
Ryan's "secret" plan to create CFGenome to
directly compete with Streck. Filing 1 at 8. Rather than
informing the board of Dr. Ryan's intentions, Streck says
that Uphoff "secretly assisted" Dr. Ryan and
"encouraged" him to take certain actions that made
CFGenome's formation possible. Filing 1 at 8.
has also sued Carol Ryan in her role as trustee of Dr. Wayne
Ryan's irrevocable trust. Streck claims that Carol
provided Uphoff and Steven 10, 000 shares of Streck stock as
"compensation for their participation in the scheme to
damage Streck[.]" Filing 1 at 10. Streck also alleges
that Carol knew about, and participated in, Uphoff's and
Steven's alleged conduct by (1) intentionally thwarting
Streck's 2014 plan to sell the company; and (2)
encouraging Dr. Ryan to form CFGenome. Filing 1 at 10.
survive a motion to dismiss under Fed.R.Civ.P. 12(b)(6), a
complaint must contain sufficient factual matter, accepted as
true, to state a claim to relief that is plausible on its
face. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). A
claim has facial plausibility when the plaintiff pleads
factual content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged. Id. While the Court must accept as true all
facts pleaded by the non-moving party and grant all
reasonable inferences from the pleadings in favor of the
non-moving party, Gallagher v. City of Clayton, 699
F.3d 1013, 1016 (8th Cir. 2012), a pleading that offers
labels and conclusions or a formulaic recitation of the
elements of a cause of action will not do. Iqbal,
556 U.S. at 678. Determining whether a complaint states a
plausible claim for relief will require the reviewing court
to draw on its judicial experience and common sense.
Id. at 679.
complaint includes 5 separately-pled claims for relief: (1)
breach of fiduciary duty (against all defendants); (2) breach
of contract (against Steven and Uphoff only); (3)
misappropriation of corporate opportunity (against all
defendants); (4) intentional interference with prospective
advantage (against Uphoff and Carol only); and (5)